Envista (NYSE: NVST) investors approve board, auditor and annual say-on-pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Envista Holdings Corporation reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected eight directors to one-year terms, with support levels generally above 145 million votes for each nominee.
Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 152,689,635 votes for and 913,161 against. They also approved, on an advisory basis, the company’s named executive officer compensation with 144,475,242 votes for.
In an advisory vote on how often to hold future say-on-pay votes, 139,798,463 votes supported an annual frequency versus 9,840,878 for three years. Based on this outcome, Envista adopted a policy to hold an annual advisory vote on executive compensation until the next required frequency vote.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Votes for highest-supported director: 149,459,395 votes
Auditor ratification support: 152,689,635 votes
Say-on-pay approval votes: 144,475,242 votes
+3 more
6 metrics
Votes for highest-supported director
149,459,395 votes
Votes for Paul Keel in 2026 director election
Auditor ratification support
152,689,635 votes
Votes for ratification of Ernst & Young LLP for 2026
Say-on-pay approval votes
144,475,242 votes
Advisory vote for named executive officer compensation
One-year frequency support
139,798,463 votes
Votes for annual advisory say-on-pay frequency
Three-year frequency votes
9,840,878 votes
Votes for triennial advisory say-on-pay frequency
Broker non-votes on director items
3,975,452 votes
Broker non-votes reported on each director election
Key Terms
broker non-votes, independent registered public accounting firm, advisory vote to approve executive compensation, advisory vote on frequency, +1 more
5 terms
broker non-votes financial
"Votes For | Votes Withheld | Broker Non-Votes Wendy Carruthers | 147,946,402 | 1,746,672 | 3,975,452"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote to approve executive compensation financial
"Proposal 3 - Advisory Vote to Approve Executive Compensation To approve on an advisory basis the Company’s named executive officer compensation."
advisory vote on frequency financial
"Proposal 4 - Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation"
emerging growth company regulatory
"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 8-K
_____________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 19, 2026
_____________________________________________
(Exact Name of Registrant as Specified in Its Charter)
_____________________________________________
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | ||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(714 ) 817-7000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 19, 2026, Envista Holdings Corporation, (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals:
Proposal 1- Election of Directors
The Company’s stockholders elected the persons listed below as Directors for a one-year term expiring at the Company’s 2027 annual meeting of stockholders and until his or her successor is elected and qualified by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Wendy Carruthers | 147,946,402 | 1,746,672 | 3,975,452 | |||||||||||||||||
| Kieran Gallahue | 145,760,570 | 3,932,504 | 3,975,452 | |||||||||||||||||
| Scott Huennekens | 146,084,524 | 3,608,550 | 3,975,452 | |||||||||||||||||
| Vivek Jain | 148,147,890 | 1,545,184 | 3,975,452 | |||||||||||||||||
| Paul Keel | 149,459,395 | 233,679 | 3,975,452 | |||||||||||||||||
| J. Andrew Pierce | 149,001,825 | 691,249 | 3,975,452 | |||||||||||||||||
| Daniel Raskas | 146,750,910 | 2,942,164 | 3,975,452 | |||||||||||||||||
| Christine Tsingos | 147,739,527 | 1,953,547 | 3,975,452 | |||||||||||||||||
Proposal 2 - Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accountant
To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 152,689,635 | 913,161 | 65,730 | — | |||||||||||||||||
Proposal 3 - Advisory Vote to Approve Executive Compensation
To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 144,475,242 | 5,144,798 | 73,034 | 3,975,452 | |||||||||||||||||
Proposal 4 - Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation
To hold an advisory vote relating to the frequency of future shareholder advisory votes on the Company’s named executive officer compensation. The Company’s shareholders voted as follows on this proposal:
| One Year | Two Years | Three Years | Votes Abstained | Broker Non-Votes | ||||||||||||||||||||||
| 139,798,463 | 6,150 | 9,840,878 | 47,583 | 3,975,452 | ||||||||||||||||||||||
Based on the voting results set forth above, the Company has adopted a policy to hold an annual advisory vote on named executive officer compensation until the next required vote on the frequency of shareholder advisory votes on the Company’s named executive officer compensation.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENVISTA HOLDINGS CORPORATION | ||||||||
| Date: May 21, 2026 | By: | /s/ Mark Nance | ||||||
| Mark Nance | ||||||||
| Senior Vice President, General Counsel and Secretary | ||||||||
FAQ
Were Envista’s 2026 director nominees approved by stockholders?
Yes, all eight Envista director nominees were elected for one-year terms. Each nominee, including Wendy Carruthers, Paul Keel, and others, received over 145 million votes for, with additional broker non-votes recorded but not counted against the nominees.
What frequency of say-on-pay votes did Envista (NVST) investors prefer?
Envista investors expressed a preference for annual say-on-pay votes. The frequency proposal received 139,798,463 votes for one year, 6,150 for two years, 9,840,878 for three years, and 47,583 abstentions, plus 3,975,452 broker non-votes on this advisory frequency decision.
What policy did Envista adopt regarding future say-on-pay votes?
Envista adopted a policy to hold an annual advisory vote on named executive officer compensation. This policy reflects the 2026 shareholder vote favoring one-year frequency and will remain in place until the next required vote on say-on-pay frequency is conducted.